##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

|      |  |                                                                                                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------
|[X]   |  | Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 for the period ended June 30, 2001
|     
|[   ] |  | Transition report under Section 13 or 15(d) of the Exchange Act
for the transition period from      to                     

Commission file number: 000-30805

WGNB CORP.
(Exact name of small business issuer as specified in its charter)

|                         |  |                                     
|------------------------ |  | ------------------------------------
|Georgia                  |  | 58-1640130                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

201 Maple Street
P.O. Box 280
Carrollton, Georgia 30117
(Address of principal executive offices)

(770) 832-3557
(Issuers telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes [X]             No [   ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:

|                              |  |                              |           | 
|----------------------------- |  | ---------------------------- | --------- | 
|Class                         |  | Outstanding at July 29, 2001
|                             
|Common Stock, $1.25 par value |  |                              | 3,098,765 | 

Transitional Small Business Disclosure Format: Yes [   ]             No [X]





---

TABLE OF CONTENTS



|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Part I  Financial Information                                                               
|Item 1. Financial Statements                                                                 
|Consolidated Balance Sheet                                                                   
|Consolidated Statements of Earnings                                                          
|Consolidated Statements of Comprehensive Income                                              
|Consolidated Statements of Earnings                                                          
|Consolidated Statements of Comprehensive Income                                              
|Consolidated Statements of Cash Flows                                                        
|Consolidated Statements of Cash Flows, continued                                             
|Notes to Consolidated Financial Statements                                                   
|Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
|Part II  Other Information                                                                  
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Use of Proceeds                                            
|Item 3. Defaults Upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                                                   



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##### Table of Contents






Part I  Financial Information




Item 1. Financial Statements

The unaudited financial statements of WGNB Corp. (the Company) are set
forth on the following pages. All adjustments have been made which, in the
opinion of management, are necessary in order to make the financial statements
not misleading.

2



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##### Table of Contents



WGNB CORP.




Consolidated Balance Sheet

June 30, 2001
(unaudited)

|                                                                    |                                                                                                      |   |             |                            |  |  |             | 
|------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | - | ----------- | -------------------------- |  |  | ----------- | 
|Assets                                                             
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Cash and due from banks, including reserve requirements
of $100,000 |                                                                                                      | $ | 12,105,548  |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Federal funds sold                                                  |                                                                                                      |   | 9,745,000   |                           
|                                                                    |                                                                                                      |   |             |                           
|                                                                    |                                                                                                      |   |             | Cash and cash equivalents  |  |  | 21,850,548  | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Securities available for sale                                       |                                                                                                      |   | 43,686,817  |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Securities held to maturity                                         |                                                                                                      |   | 1,000,000   |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Loans, net                                                          |                                                                                                      |   | 253,454,943 |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Premises and equipment, net                                         |                                                                                                      |   | 5,866,150   |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Accrued interest receivable                                         |                                                                                                      |   | 2,045,263   |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other assets                                                        |                                                                                                      |   | 3,467,674   |                           
|                                                                    |                                                                                                      |   |             |                           
|                                                                    |                                                                                                      | $ | 331,371,395 |                           
|                                                                    |                                                                                                      |   |             |                           
|Liabilities and Stockholders Equity                               
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Deposits:                                                           |                                                                                                      |   |             |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Demand                                                                                               |   | $           | 34,354,430                 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Interest bearing demand                                                                              |   |             | 96,557,737                 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Savings                                                                                              |   |             | 7,959,228                  | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Time                                                                                                 |   |             | 85,783,312                 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Time, over $100,000                                                                                  |   |             | 39,424,345                 | 
|                                                                    |                                                                                                      |   |             |                           
|                                                                    |                                                                                                      |   |             | Total deposits             |  |  | 264,079,052 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Federal Home Loan Bank advances                                     |                                                                                                      |   | 35,000,000  |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other borrowings                                                    |                                                                                                      |   | 1,297,000   |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Accrued interest payable                                            |                                                                                                      |   | 1,876,497   |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other liabilities                                                   |                                                                                                      |   | 1,395,543   |                           
|                                                                    |                                                                                                      |   |             |                           
|                                                                    |                                                                                                      |   |             | Total liabilities          |  |  | 303,648,092 | 
|                                                                    |                                                                                                      |   |             |                           
|Stockholders equity:                                               |                                                                                                      |   |             |                           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Common stock, $1.25 par value, 10,000,000 shares authorized;
3,098,765 shares issued and outstanding |   |             | 3,873,456                  | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Additional paid-in capital                                                                           |   |             | 844,820                    | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Retained earnings                                                                                    |   |             | 22,641,117                 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accumulated comprehensive income                                                                     |   |             | 363,910                    | 
|                                                                    |                                                                                                      |   |             |                           
|                                                                    |                                                                                                      |   |             | Total stockholders equity |  |  | 27,723,303  | 
|                                                                    |                                                                                                      |   |             |                           
|                                                                    |                                                                                                      | $ | 331,371,395 |                           
|                                                                    |                                                                                                      |   |             |                           

See accompanying notes to consolidated financial statements.

3



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##### Table of Contents



WGNB CORP.




Consolidated Statements of Earnings

For the Three Months Ended June 30, 2001 and 2000
(unaudited)

|                          |                                       |                             |                                                     |                              |           |           |           |           |           |           |           | 
|------------------------- | ------------------------------------- | --------------------------- | --------------------------------------------------- | ---------------------------- | --------- | --------- | --------- | --------- | --------- | --------- | --------- | 
|                          |                                       |                             |                                                     |                              |           | 2001      |           | 2000     
|                          |                                       |                             |                                                     |                              |           |           |           |          
|Interest income:          |                                       |                             |                                                     |                              |           |           |           |          
|                         
|                         
|                         
|                         
|                          | Interest and fees on loans            |                             | $                                                   | 6,027,733                    |           |           |           | 4,984,970 |          
|                         
|                         
|                         
|                         
|                          | Interest on federal funds sold        |                             |                                                     | 97,551                       |           |           |           | 88,959    |          
|                         
|                         
|                         
|                         
|                          | Interest on investment securities:    |                             |                                                     |                              |           |           |           |           |          
|                         
|                         
|                         
|                         
|                          |                                       | U.S. Government agencies    |                                                     |                              | 446,162   |           |           |           | 466,388   |          
|                         
|                         
|                         
|                         
|                          |                                       | State, county and municipal |                                                     |                              | 202,705   |           |           |           | 173,649   |          
|                         
|                         
|                         
|                         
|                          |                                       | Other                       |                                                     |                              | 57,997    |           |           |           | 38,253    |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             | Total interest income                               |                              |           | 6,832,148 |           |           |           | 5,752,219 |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|Interest expense:         |                                       |                             |                                                     |                              |           |           |           |          
|                         
|                         
|                         
|                         
|                          | Interest on deposits:                 |                             |                                                     |                              |           |           |           |           |          
|                         
|                         
|                         
|                         
|                          |                                       | Demand                      |                                                     |                              | 740,234   |           |           |           | 667,936   |          
|                         
|                         
|                         
|                         
|                          |                                       | Savings                     |                                                     |                              | 61,587    |           |           |           | 60,072    |          
|                         
|                         
|                         
|                         
|                          |                                       | Time                        |                                                     |                              | 1,841,993 |           |           |           | 1,434,200 |          
|                         
|                         
|                         
|                         
|                          | Interest on FHLB and other borrowings |                             |                                                     | 468,092                      |           |           |           | 274,195   |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             | Total interest expense                              |                              |           | 3,111,906 |           |           |           | 2,436,403 |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             | Net interest income                                 |                              |           | 3,720,242 |           |           |           | 3,315,816 |          
|                         
|                         
|                         
|                         
|Provision for loan losses |                                       |                             | 228,000                                             |                              |           |           | 50,000    |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             | Net interest income after
provision for loan losses |                              |           | 3,492,242 |           |           |           | 3,265,816 |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|Other income:             |                                       |                             |                                                     |                              |           |           |           |          
|                         
|                         
|                         
|                         
|                          | Service charges on deposit accounts   |                             |                                                     | 733,316                      |           |           |           | 390,248   |          
|                         
|                         
|                         
|                         
|                          | Miscellaneous                         |                             |                                                     | 350,589                      |           |           |           | 238,321   |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             |                                                     | Total other income           |           |           | 1,083,905 |           |           |           | 628,569   | 
|                          |                                       |                             |                                                     |                              |           |           |           |          
|Other expenses:           |                                       |                             |                                                     |                              |           |           |           |          
|                         
|                         
|                         
|                         
|                          | Salaries and employee benefits        |                             |                                                     | 1,576,687                    |           |           |           | 1,328,713 |          
|                         
|                         
|                         
|                         
|                          | Occupancy                             |                             |                                                     | 367,426                      |           |           |           | 347,147   |          
|                         
|                         
|                         
|                         
|                          | Other operating                       |                             |                                                     | 704,661                      |           |           |           | 524,271   |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             |                                                     | Total other expenses         |           |           | 2,648,774 |           |           |           | 2,200,131 | 
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             |                                                     | Earnings before income taxes |           |           | 1,927,373 |           |           |           | 1,694,254 | 
|                         
|                         
|                         
|                         
|Income taxes              |                                       |                             | 673,401                                             |                              |           |           | 591,279   |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             | Net earnings                                        |                              | $         | 1,253,972 |           |           |           | 1,102,975 |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             | Basic earnings per share                            |                              | $         | .40       |           |           |           | .36       |          
|                          |                                       |                             |                                                     |                              |           |           |           |          
|                          |                                       |                             | Diluted net earnings per share                      |                              | $         | .40       |           |           |           | .35       |          
|                          |                                       |                             |                                                     |                              |           |           |           |          

See accompanying notes to consolidated financial statements.

4



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##### Table of Contents



WGNB CORP.




Consolidated Statements of Comprehensive Income

For the Three Months Ended June 30, 2001 and 2000
(unaudited)

|                                      |                                                                |                                             |           |      |          |      |           |   |         |  
|------------------------------------- | -------------------------------------------------------------- | ------------------------------------------- | --------- | ---- | -------- | ---- | --------- | - | ------- | -
|                                      |                                                                |                                             |           | 2001 |          | 2000
|                                      |                                                                |                                             |           |      |          |     
|Net earnings                          |                                                                | $                                           | 1,253,972 |      |          |      | 1,102,975 |  
|                                     
|                                     
|                                     
|                                     
|Other comprehensive loss, net of tax: |                                                                |                                             |           |      |          |      |           |  
|                                     
|                                     
|                                     
|                                     
|                                      | Unrealized losses on investment
securities available for sale: |                                             |           |      |          |      |           |   |        
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                | Unrealized losses arising during the period |           |      | (164,756 | )    |           |   | (40,045 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                | Associated benefit                          |           |      | 57,665   |      |           |   | 14,016  |  
|                                      |                                                                |                                             |           |      |          |      |           |  
|Other comprehensive loss              |                                                                |                                             | (107,091  | )    |          |      | (26,029   | )
|                                      |                                                                |                                             |           |      |          |      |           |  
|Comprehensive income                  |                                                                | $                                           | 1,146,881 |      |          |      | 1,076,946 |  
|                                      |                                                                |                                             |           |      |          |      |           |  

See accompanying notes to consolidated financial statements.

5



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##### Table of Contents



WGNB CORP.




Consolidated Statements of Earnings

For the Six Months Ended June 30, 2001 and 2000
(unaudited)

|                          |                                       |                             |           |                                                     |         |           |            |           |         |           |            | 
|------------------------- | ------------------------------------- | --------------------------- | --------- | --------------------------------------------------- | ------- | --------- | ---------- | --------- | ------- | --------- | ---------- | 
|                          |                                       |                             |           |                                                     |         | 2001      |            | 2000     
|                          |                                       |                             |           |                                                     |         |           |            |          
|Interest income:          |                                       |                             |           |                                                     |         |           |            |          
|                         
|                         
|                         
|                         
|                          | Interest and fees on loans            |                             | $         | 11,786,656                                          |         |           |            | 9,676,209 |        
|                         
|                         
|                         
|                         
|                          | Interest on federal funds sold        |                             |           | 208,813                                             |         |           |            | 166,968   |        
|                         
|                         
|                         
|                         
|                          | Interest on investment securities:    |                             |           |                                                     |         |           |            |           |        
|                         
|                         
|                         
|                         
|                          |                                       | U.S. Government agencies    |           |                                                     | 890,882 |           |            |           | 933,236 |          
|                         
|                         
|                         
|                         
|                          |                                       | State, county and municipal |           |                                                     | 376,544 |           |            |           | 358,038 |          
|                         
|                         
|                         
|                         
|                          |                                       | Other                       |           |                                                     | 114,284 |           |            |           | 80,052  |          
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Total interest income                               |         |           | 13,377,179 |           |         |           | 11,214,503 | 
|                          |                                       |                             |           |                                                     |         |           |            |          
|Interest expense:         |                                       |                             |           |                                                     |         |           |            |          
|                         
|                         
|                         
|                         
|                          | Interest on deposits:                 |                             |           |                                                     |         |           |            |           |        
|                         
|                         
|                         
|                         
|                          |                                       |                             | Demand    |                                                     |         | 1,525,115 |            |           |         | 1,286,460 |           
|                         
|                         
|                         
|                         
|                          |                                       |                             | Savings   |                                                     |         | 118,831   |            |           |         | 118,405   |           
|                         
|                         
|                         
|                         
|                          |                                       |                             | Time      |                                                     |         | 3,582,192 |            |           |         | 2,783,005 |           
|                         
|                         
|                         
|                         
|                          | Interest on FHLB and other borrowings |                             |           | 882,234                                             |         |           |            | 511,099   |        
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Total interest expense                              |         |           | 6,108,372  |           |         |           | 4,698,969  | 
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Net interest income                                 |         |           | 7,268,807  |           |         |           | 6,515,534  | 
|                         
|                         
|                         
|                         
|Provision for loan losses |                                       |                             | 454,500   |                                                     |         |           | 100,000    |          
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Net interest income after
provision for loan losses |         |           | 6,814,307  |           |         |           | 6,415,534  | 
|                          |                                       |                             |           |                                                     |         |           |            |          
|Other income:             |                                       |                             |           |                                                     |         |           |            |          
|                         
|                         
|                         
|                         
|                          | Service charges on deposit accounts   |                             |           | 1,399,866                                           |         |           |            | 761,283   |        
|                         
|                         
|                         
|                         
|                          | Miscellaneous                         |                             |           | 727,817                                             |         |           |            | 491,775   |        
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Total other income                                  |         |           | 2,127,683  |           |         |           | 1,253,058  | 
|                          |                                       |                             |           |                                                     |         |           |            |          
|Other expenses:           |                                       |                             |           |                                                     |         |           |            |          
|                         
|                         
|                         
|                         
|                          | Salaries and employee benefits        |                             |           | 3,051,541                                           |         |           |            | 2,621,734 |        
|                         
|                         
|                         
|                         
|                          | Occupancy                             |                             |           | 745,251                                             |         |           |            | 710,330   |        
|                         
|                         
|                         
|                         
|                          | Other operating                       |                             |           | 1,393,565                                           |         |           |            | 1,104,432 |        
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Total other expenses                                |         |           | 5,190,357  |           |         |           | 4,436,496  | 
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Earnings before income taxes                        |         |           | 3,751,633  |           |         |           | 3,232,096  | 
|                         
|                         
|                         
|                         
|Income taxes              |                                       |                             | 1,308,204 |                                                     |         |           | 1,132,114  |          
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Net earnings                                        |         | $         | 2,443,429  |           |         |           | 2,099,982  | 
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Net earnings per share                              |         | $         | .79        |           |         |           | .68        | 
|                          |                                       |                             |           |                                                     |         |           |            |          
|                          |                                       |                             |           | Diluted net earnings per share                      |         | $         | .78        |           |         |           | .67        | 
|                          |                                       |                             |           |                                                     |         |           |            |          

See accompanying notes to consolidated financial statements.

6



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##### Table of Contents



WGNB CORP.




Consolidated Statements of Comprehensive Income

For the Six Months Ended June 30, 2001 and 2000
(unaudited)

|                                        |                                                               |                                            |           |      |          |      |           |  |        |  
|--------------------------------------- | ------------------------------------------------------------- | ------------------------------------------ | --------- | ---- | -------- | ---- | --------- |  | ------ | -
|                                        |                                                               |                                            |           | 2001 |          | 2000
|                                        |                                                               |                                            |           |      |          |     
|Net earnings                            |                                                               | $                                          | 2,443,429 |      |          |      | 2,099,982 | 
|                                       
|                                       
|                                       
|                                       
|Other comprehensive income, net of tax: |                                                               |                                            |           |      |          |      |           | 
|                                       
|                                       
|                                       
|                                       
|                                        | Unrealized gains on investment
securities available for sale: |                                            |           |      |          |      |           |  |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Unrealized gains arising during the period |           |      | 607,943  |      |           |  | 24,792 |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Associated taxes                           |           |      | (216,170 | )    |           |  | (8,677 | )
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Reclassification adjustment for gains      |           |      |         |      |           |  | (8,936 | )
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Associated benefit                         |           |      |         |      |           |  | 3,128  |  
|                                        |                                                               |                                            |           |      |          |      |           | 
|Other comprehensive income              |                                                               |                                            | 391,773   |      |          |      | 10,307    | 
|                                        |                                                               |                                            |           |      |          |      |           | 
|Comprehensive income                    |                                                               | $                                          | 2,835,202 |      |          |      | 2,110,289 | 
|                                        |                                                               |                                            |           |      |          |      |           | 

See accompanying notes to consolidated financial statements.

7



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##### Table of Contents



WGNB CORP.




Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2001 and 2000
(unaudited)

|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |             |         |          |             |  
|------------------------------------------------ | ----------------------------------------------------------------------------------- | --------------------------------------------- | ----------------- | ----------------------------------------- | ------- | -------- | ----------- | ----------- | ------- | -------- | ----------- | -
|                                                 |                                                                                     |                                               |                   |                                           |         | 2001     |             | 2000       
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|Cash flows from operating activities:            |                                                                                     |                                               |                   |                                           |         |          |             |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net earnings                                                                        |                                               | $                 | 2,443,429                                 |         |          |             | 2,099,982   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net earnings to net cash
provided by operating activities: |                                               |                   |                                           |         |          |             |             |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Depreciation, amortization and accretion      |                   |                                           | 380,378 |          |             |             | 371,282 |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Provision for loan losses                     |                   |                                           | 454,500 |          |             |             | 100,000 |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Provision for deferred income taxes           |                   |                                           | 90,717  |          |             |             | 45,622  |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Loss on sale of securities available for sale |                   |                                           |        |          |             |             | 8,936   |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Change in:                                    |                   |                                           |         |          |             |             |         |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     |                                               | Other assets      |                                           |         | (438,273 | )           |             |         | (592,466 | )          
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     |                                               | Other liabilities |                                           |         | 582,915  |             |             |         | 875,318  |            
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|                                                 |                                                                                     |                                               |                   | Net cash provided by operating activities |         |          | 3,513,666   |             |         |          | 2,908,674   |  
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|Cash flows from investing activities:            |                                                                                     |                                               |                   |                                           |         |          |             |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sales of securities available for sale                                |                                               |                   |                                          |         |          |             | 560,380     |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from maturities of securities available for sale                           |                                               |                   | 10,655,921                                |         |          |             | 2,066,840   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of securities available for sale                                          |                                               |                   | (13,784,725                               | )       |          |             | (2,286,470  | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in loans                                                                 |                                               |                   | (28,923,472                               | )       |          |             | (30,484,051 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of premises and equipment                                                 |                                               |                   | (543,954                                  | )       |          |             | (407,474    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Capital expenditures for other real estate                                          |                                               |                   | (137,881                                  | )       |          |             |            |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sales of other real estate                                            |                                               |                   | 292,490                                   |         |          |             |            |        
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|                                                 |                                                                                     |                                               |                   | Net cash used by investing activities     |         |          | (32,441,621 | )           |         |          | (30,550,775 | )
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|Cash flows from financing activities:            |                                                                                     |                                               |                   |                                           |         |          |             |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in deposits                                                              |                                               |                   | 30,268,189                                |         |          |             | 8,454,193   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Federal Home Loan Bank advances                                                     |                                               |                   | 10,000,000                                |         |          |             | 5,000,000   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in federal funds purchased                                               |                                               |                   | (600,000                                  | )       |          |             | 6,169,055   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from other borrowings                                                      |                                               |                   | 132,000                                   |         |          |             | 125,000     |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayment of other borrowings                                                       |                                               |                   | (135,000                                  | )       |          |             | (50,000     | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Dividends paid                                                                      |                                               |                   | (830,005                                  | )       |          |             | (689,941    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Exercise of stock options                                                           |                                               |                   | 20,743                                    |         |          |             | 24,792      |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Retirement of common stock                                                          |                                               |                   | (15,088                                   | )       |          |             | (280,029    | )      
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|                                                 |                                                                                     |                                               |                   | Net cash provided by financing activities |         |          | 38,840,839  |             |         |          | 18,753,070  |  
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|Change in cash and cash equivalents              |                                                                                     |                                               | 9,912,884         |                                           |         |          | (8,889,031  | )          
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                     |                                               | 11,937,664        |                                           |         |          | 20,065,644  |            
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            
|Cash and cash equivalents at end of period       |                                                                                     | $                                             | 21,850,548        |                                           |         |          | 11,176,613  |            
|                                                 |                                                                                     |                                               |                   |                                           |         |          |             |            

See accompanying notes to consolidated financial statements.

8



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##### Table of Contents



WGNB CORP.




Consolidated Statements of Cash Flows, continued

For the Six Months Ended June 30, 2001 and 2000
(unaudited)

|                                                  |                                              |  |                                                                         |  |      |           |      |  |  |           | 
|------------------------------------------------- | -------------------------------------------- |  | ----------------------------------------------------------------------- |  | ---- | --------- | ---- |  |  | --------- | 
|                                                  |                                              |  |                                                                         |  | 2001 |           | 2000
|                                                  |                                              |  |                                                                         |  |      |           |     
|Supplemental disclosure of cash flow information: |                                              |  |                                                                         |  |      |           |      | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash paid during the quarter for:            |  |                                                                         |  |      |           |      |  | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |  | Interest                                                                |  | $    | 6,066,936 |      |  |  | 4,426,679 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |  | Income taxes                                                            |  |      | 1,438,838 |      |  |  | 1,193,939 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Non-cash investing and financing activities: |  |                                                                         |  |      |           |      |  | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |  | Transfer of loans to other real estate                                  |  |      |          |      |  |  | 24,720    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |  | Change in unrealized gains on
securities available for sale, net of tax |  |      | 391,773   |      |  |  | 10,306    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |  | Change in dividends payable                                             |  |      | 25,481    |      |  |  | 19,240    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |  | Satisfaction of other liability with issuance
of common stock           |  |      | 25,438    |      |  |  | 24,793    | 

See accompanying notes to consolidated financial statements.

9



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##### Table of Contents



WGNB Corp.




Notes to Consolidated Financial Statements

June 30, 2001
(unaudited)

(1) Basis of Presentation



| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The consolidated financial statements include the accounts of WGNB Corp.
(the Company) and its wholly-owned subsidiaries, West Georgia National
Bank (the Bank) and West Georgia Credit Services, Inc. (the Finance
Company). All significant inter-company accounts have been eliminated in
consolidation. In some cases, certain prior period amounts have been
reclassified to conform with current year presentation.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The accompanying unaudited interim consolidated financial statements reflect
all adjustments which, in the opinion of management, are necessary to
present fairly the Companys financial position as of June 30, 2001, and the
results of its operations and its cash flows for the six-month period then
ended. All such adjustments are normal and recurring in nature. The
financial statements included herein should be read in conjunction with
consolidated financial statements and the related notes and the report of
independent accountants included in the Companys filing on form 10-KSB
which included the results of operations for the years ended December 31,
2000 and 1999.

(2) Net Earnings Per Share



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Basic earnings per share is based on the weighted average number of common
shares outstanding during the period while the effects of potential common
shares outstanding during the period are included in diluted earnings per
share. The average market price during the year is used to compute
equivalent shares.



| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Reconciliation of the amounts used in the computation of both basic
earnings per share and diluted earnings per share for the periods ended
June 30, 2001 and June 30, 2000 are as follows:

|                                              |  |                                        |           |               |  |           |           |  |  |          |      |  
|--------------------------------------------- |  | -------------------------------------- | --------- | ------------- |  | --------- | --------- |  |  | -------- | ---- | -
|                                              |  | For the six months ended June 30, 2001
|                                              |  |                                       
|                                              |  |                                        |           |               |  |           |           |  |  | Earnings
|                                              |  | Net Earnings                           |           | Common Shares |  | per Share
|                                              |  |                                        |           |               |  |          
|Basic earnings per share                      |  | $                                      | 2,443,429 |               |  |           | 3,096,889 |  |  | $        | .79  |  
|                                             
|                                             
|                                             
|                                             
|Effect of dilutive securities  Stock Options |  |                                        |          |               |  |           | 32,500    |  |  |          | (.01 | )
|                                              |  |                                        |           |               |  |           |           |  |  |          |      |  
|Diluted earnings per share                    |  | $                                      | 2,443,429 |               |  |           | 3,129,389 |  |  | $        | .78  |  
|                                              |  |                                        |           |               |  |           |           |  |  |          |      |  

|                                              |  |                                        |           |               |  |           |           |  |  |          |      |  
|--------------------------------------------- |  | -------------------------------------- | --------- | ------------- |  | --------- | --------- |  |  | -------- | ---- | -
|                                              |  | For the six months ended June 30, 2000
|                                              |  |                                       
|                                              |  |                                        |           |               |  |           |           |  |  | Earnings
|                                              |  | Net Earnings                           |           | Common Shares |  | per Share
|                                              |  |                                        |           |               |  |          
|Basic earnings per share                      |  | $                                      | 2,099,982 |               |  |           | 3,101,942 |  |  | $        | .68  |  
|                                             
|                                             
|                                             
|                                             
|Effect of dilutive securities  Stock Options |  |                                        |          |               |  |           | 34,869    |  |  |          | (.01 | )
|                                              |  |                                        |           |               |  |           |           |  |  |          |      |  
|Diluted earnings per share                    |  | $                                      | 2,099,982 |               |  |           | 3,136,811 |  |  | $        | .67  |  
|                                              |  |                                        |           |               |  |           |           |  |  |          |      |  

10



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Results of Operations and
Financial Condition

Forward Looking Statements

This Report may contain certain forward-looking statements including
statements concerning plans, objectives, future events or performance and
assumptions and other statements that are not statements of historical fact.
The Company cautions readers that the following important factors, among
others, could cause the Companys actual results to differ materially from the
forward-looking statements contained in this Report: (i) the effect of changes
in laws and regulations, including federal and state banking laws and
regulations, with which the Company and its subsidiaries must comply, and the
associated costs of compliance with such laws and regulations either currently
or in the future as applicable; (ii) the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies as well as
by the Financial Accounting Standards Board, or of changes in the Companys
organization, compensation and benefit plans; (iii) the effect on the Companys
competitive position within its market area of the increasing consolidation
within the banking and financial services industries, including the increased
competition from larger regional and out-of-state banking organizations as well
as non-bank providers of various financial services; (iv) the effect of changes
in interest rates; and (v) the effect of changes in the business cycle and
downturns in local, regional or national economies. The Company cautions that
the foregoing list of important factors is not exclusive.

Results of Operations

Overview

Net earnings for the six months ended June 30, 2001 was $2.4 million,
which represented an increase of $343,000 or 16 percent compared to the six
months end June 30, 2001. Net earnings per diluted common share increased 16
percent from $.67 per share to $.78 per share when comparing the same two
periods. Net earnings for the second quarter ended June 30, 2001 was $1.2
million compared to $1.1 million for the second quarter of 2000. The improved
operating results are attributable to continued loan growth ($29.0 million
since the beginning of 2001) and a continued increase in other non-interest
income. The loan growth caused net interest income to increase by over
$750,000 or 11.5 percent when comparing the first six months of 2001 with the
same period in 2000. Other income attributable to service charges on deposit
accounts increased by almost $639,000, an increase of 84 percent.

Net Interest Income

For the first six months of 2001 compared to the same period in 2000, the
increase in net interest income resulted from a $2.2 million or 19 percent
increase in interest income and a $1.4 million or 30 percent increase in
interest expense. Net interest income improved over $750,000 or 12 percent
comparing the two six-month periods. The increase in interest income resulted
from an increase in average year to date earning assets of $46 million and
average year to date interest-bearing liabilities of $43 million. The
Companys net interest margin has actually decreased approximately 34 basis
points from 5.43% at June 30, 2000 to 5.09% at June 30, 2001. The Bank is
asset sensitive and when analyzing the net interest margin decrease one must
keep in mind that the discount rate has declined 275 basis points in the last 7
months.

Non-Interest Income and Expense

Non-interest income for the first six months of 2001 has increased
$875,000 or 70 percent when compared to the first six months of 2000. Service
charges on deposit accounts has increased $639,000 or 84 percent during 2001
compared to the first six months of 2000. This increase was due primarily to
increased income from non-sufficient funds charges. The Bank implemented an
overdraft protection program which pays a customers check that is presented as
non-sufficient funds. Income from this service has increased 108% when
measuring the two six-month periods. Miscellaneous other income includes
residential mortgage loan origination fees as well as other fees, gains and
losses. The decline in market interest rates has been beneficial to the Banks
ability to generate mortgage loan origination fees. Mortgage loan origination
fees for the first six months of 2001 have outpaced last years amount by 159
percent.

11



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##### Table of Contents



Non-interest expense increased $754,000 or 17 percent in the first two
quarters of 2001 compared to the same period in 2000. Salaries and employee
benefits increased $430,000, a 16 percent increase over first six months of
2000. The increase is primarily due to additional staffing requirements for two
new branches, increased commissions for mortgage originators, annual salary
increases, increased group insurance costs and increased profit sharing
accruals attributable to higher profits. The Bank increased its full time
equivalent employee count from 115 in June of 2000 to 131 in June of 2001.

Occupancy expenses increased $35,000 or 5 percent year to date from 2000
to 2001. This is attributable to a full six months of occupancy in the Banks
Mirror Lake branch and the opening of its Douglasville branch. Other operating
expenses increased $289,000. The increase in other operating expenses is
attributable to fees associated with the bounce protection program and legal
and other professional fees related to business development.

Income Taxes

Income tax expense for the first six months was $1.3 million in 2001
compared to $1.1 in 2000. The effective tax rate for each of the periods ended
June 30, 2001 and 2000 was 35 percent.

Provision and Allowance for Loan Losses

The adequacy of the allowance for loan losses is determined through
managements informed judgment concerning the amount of risk inherent in the
Companys loan portfolio. This judgment is based on such factors as the change
in levels of non-performing and past due loans, historical loan loss
experience, borrowers financial condition, concentration of loans to specific
borrowers and industries, estimated values of underlying collateral, and
current and prospective economic conditions. The allowance for loan losses at
June 30, 2001 was $3.4 million or 1.31 percent of total loans compared to $2.9
million or 1.28 percent of total loans at December 31, 2000. Management
believes that the allowance for loan losses is adequate to absorb possible loss
in the loan portfolio.

Non-Performing Assets and Past Due Loans

Non-performing assets, comprised of real estate owned, non-accrual loans
and loans for which payments are more than 90 days past due, totaled $1,356,000
at June 30, 2001 compared to $861,000 at June 30, 2000. Non-performing assets
as a percentage of total loans and real estate owned at June 30, 2001 and June
30, 2000 were .5 percent and .4 percent, respectively.

The Company has a loan review function that continually monitors selected
accruing loans for which general economic conditions or changes within a
particular industry could cause the borrowers financial difficulties. The loan
review function also identifies loans with high degrees of credit or other
risks. The focus of loan review as well as management is to maintain a low
level of non-performing assets and return current non-performing assets to
earning status. Management is unaware of any known trends, events or
uncertainties that will have or that are reasonably likely to have a material
effect on liquidity, capital resources or operations.

12



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##### Table of Contents



Financial Condition

Overview

Total assets were $331 million at June 30, 2001, an increase of $42.2
million or 14.6 percent from December 31, 2000, which equates to an annual
growth rate of over 29 percent.

Assets and Funding

At June 30, 2001 earning assets totaled $314 million, an increase of more
than $41 million from December 31, 2000. The mix of interest earning assets has
changed slightly since the beginning of 2001. Loans decreased to 81 percent and
investment securities and federal funds increased to 19 percent of earning
assets at June 30, 2001 compared to loans of 85 percent and investments and
federal funds of 15 percent of earning assets and December 31, 2000. The
primary reason for the change in the mix is an increase in federal funds
resulting from proceeds of a Federal Home Loan Bank borrowing in the amount of
$10 million in anticipation of future loan growth.

At June 30, 2001, interest-bearing deposits increased $26.8 million
compared to December 2000. Non-interest-bearing deposits increased $3.4 million
in the first six months of 2001. Federal Home Loan Bank advances increased $10
million in the first half of 2001 and totaled $35 million at June 30, 2001. At
June 30, 2001, deposits represented 86 percent of interest-bearing liabilities
and other borrowings, including Federal Home Loan Bank advances, represented 14
percent.

Liquidity and Capital Resources

Net cash provided by operating activities totaled $3.5 million for the six
months ended June 30, 2001. Net cash used by investing activities totaling
$32.4 million consisted primarily of a $28.9 million increase in loans
outstanding. The loans were funded by a $30.3 million increase in deposits and
a $10.0 million increase in Federal Home Loan Bank advances The net increase
in cash and cash equivalents for the year to date at June 30, 2001 was $9.9
million.

Total stockholders equity at June 30, 2001 was 8.37 percent of total
assets compared to 8.88 percent at December 31, 2000. The decrease in the
capital percentage is attributed to a $42 million increase in total assets
since December 31, 2000. Primarily all asset growth was in loans.

At June 30, 2001, WGNB Corp. was in compliance with various regulatory
capital requirements administered by federal and state banking agencies. The
following is a table representing WGNB Corp.s consolidated Tier-1, tangible
capital, and risk-based capital.

|                                         |  |               |        |   |  |        |       |          |  |        |        |   |  |        |      |   |  |   |        |  |  |  |      |  
|---------------------------------------- |  | ------------- | ------ | - |  | ------ | ----- | -------- |  | ------ | ------ | - |  | ------ | ---- | - |  | - | ------ |  |  |  | ---- | -
|                                         |  | June 30, 2001
|                                         |  |              
|                                         |  | Actual        |        |   |  |        |       | Required |  |        |        |   |  | Excess |      |   |  |  
|                                         |  | Amount        |        | % |  | Amount |       | %        |  | Amount |        | %
|                                         |  |               |        |   |  |        |       |          |  |        |        |  
|Total capital (to risk-weighted assets)  |  | $             | 30,723 |   |  |        | 12.01 | %        |  | $      | 20,472 |   |  |        | 8.00 | % |  | $ | 10,251 |  |  |  | 4.01 | %
|                                        
|                                        
|                                        
|                                        
|Tier 1 capital (to risk-weighted assets) |  |               | 27,360 |   |  |        | 11.69 | %        |  |        | 10,236 |   |  |        | 4.00 | % |  |   | 17,124 |  |  |  | 7.69 | %
|                                        
|                                        
|                                        
|                                        
|Tier 1 capital (to average
assets)       |  |               | 27,360 |   |  |        | 8.44  | %        |  |        | 12,967 |   |  |        | 4.00 | % |  |   | 14,393 |  |  |  | 4.44 | %

13



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##### Table of Contents






Part II  Other Information




Item 1. Legal Proceedings

There are no material, pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is the
subject.




Item 2. Changes in Securities and Use of Proceeds

|    |  |                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                 
|   
|(b) |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                 
|   
|(c) |  | The Company issued the following securities during the
quarter ended June 30, 2001 without registering the securities under
the Securities Act, pursuant to the exemption provided in section
4(2) thereof, as a transaction not involving a public offering: a
total of 780 options were exercised in the second quarter of 2001 at
a weighted average exercise price of $7.25.
|   
|(d) |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                 

The declaration of dividends is within the discretion of the Board of
Directors and will depend, among other things, upon business conditions,
earnings, the financial condition of the Bank and the Company, and regulatory
requirements.




Item 3. Defaults Upon Senior Securities

Not applicable.




Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.




Item 5. Other Information

None.

14



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##### Table of Contents






Item 6. Exhibits and Reports on Form 8-K

(a)     The following documents are filed as part of this Report:

|    |  |                                                                                                                                                                                      
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | Amended and Restated Articles of Incorporation (Incorporated by reference
to Exhibit 3.1 to the Companys Registration Statement on Form 10-SB filed
June 14, 2000 (the Form 10-SB)
|   
|   
|   
|   
|3.2 |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
the Form 10-SB)                                                                                             
|   
|   
|   
|   
|4.1 |  | See exhibits 3.1 and 3.2 for provisions of Companys Articles of
Incorporation and Bylaws Defining the Rights of Shareholders                                                        
|   
|   
|   
|   
|4.2 |  | Specimen certificate representing shares of Common Stock (Incorporated by
reference to Exhibit 4.2 to the Form 10-SB)                                                                
|   
|   
|   
|   
|4.3 |  | Rights Agreement dated as of February 12, 1997 between the Company and
SunTrust Bank, Atlanta (Incorporated by reference to Exhibit 4.3 to the
Form 10-SB)                           
|   
|   
|   
|   
|   
|   
|   
|   
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|   
|   
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|   
|   
|   
|   
|   
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|   
|   
|   
|   
|(b) |  | Reports on Form 8-K                                                                                                                                                                  
|   
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|   
|    |  | No reports on Form 8-K were filed during the quarter ended June
30, 2001.                                                                                                            



---



##### Table of Contents






SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, the Company
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                      |  |     |  |                                                               
|--------------------- |  | --- |  | --------------------------------------------------------------
|Dated: August 7, 2001 |  |     |  |                                                               
|                     
|                     
|                     
|                     
|                      |  |     |  |                                                               
|                     
|                     
|                     
|                     
|                      |  |     |  | WGNB CORP                                                     
|                     
|                     
|                     
|                     
|                      |  |     |  |                                                               
|                     
|                     
|                     
|                     
|                      |  | By: |  | s L. Leighton Alston                                        
|                      |  |     |  |                                                               
|                      |  |     |  | L. Leighton Alston
President and CEO
(Duly authorized officer)
|                     
|                     
|                     
|                     
|                      |  |     |  |                                                               
|                     
|                     
|                     
|                     
|                      |  | By: |  | s Steven J. Haack                                           
|                      |  |     |  |                                                               
|                      |  |     |  | Steven J. Haack
Treasurer
(Principal financial officer)       

16